Continuing improvements to Ireland’s property funds
‘ICAV’ and ‘ELTIF’ join Ireland’s suite of fund products
The range of property and private equity fund options in Ireland has developed considerably in recent years, with the introduction of the Qualifying Investor Alternative Investor Fund (QIAIF), the European Long Term Investment Fund (ELTIF), and the Real Estate Investment Trust (REIT). Ireland has also recently expanded the range of underlying legal vehicles by introducing the Irish Collective Asset-management Vehicle (ICAV) – a corporate vehicle tailored for funds. It combines the benefits of each of the existing Irish vehicles to create a highly flexible structure.
Following the introduction of AIFMD in 2011, the Irish Qualifying Investor Fund (QIF) evolved into the AIFMD compliant QIAIF. The QIAIF has a broad range of permitted investments, including an attractive property and private equity regime which allows an initial offer period for property and private equity funds of 2.5 years.
Our downloadable chart summarises and contrasts the key features of each of Ireland’s property fund structures.
The REIT was launched in 2013. A key advantage of the REIT is that it can benefit from a tax exemption in respect of the income and chargeable gains of a property rental business. Its 100% owned subsidiaries can also qualify for this exemption. Other advantages include its ability to hold both Irish and overseas rental property, with 3 year period in which to become fully compliant and operational. It is also permitted to maintain a loan to market value ratio up to a maximum of 50%.
The ELTIF is a new product aimed at promoting sustainable long-term investment in the European economy. Its focus is on investment in long term projects including infrastructure, property and private equity. As ELTIFs are available to both retail and institutional investors, they potentially herald the advent of a two-tier fund environment in Europe: AIFs which are pass-portable to professional investors under AIFMD, and ELTIFs which are also passported under AIFMD to retail investors.
A key feature of the ELTIF is its ability to channel funding from the European Investment Banking Group on a streamlined and prioritised basis.
The ELTIF Regulation was adopted by the Council of the EU on 20 April 2015. This was the final hurdle in the legislative process for the Regulation, after the text was previously agreed between the Council and the European Parliament in November 2014 and formally adopted in March 2015 by the European Parliament. However, several steps remain before it is available for use:
- Translation into the official languages of the EU;
- Publication in the Official Journal, formally ‘entering into force’ 20 days after this publication.
- 6 months after this publication date, the ELTIF will be available across the EU without further need for member states to transpose the ELTIF Regulation into national law.
- Guidelines and ‘Level 2’ measures – certain matters require clarification by the Commission as Level 2 measures. It is likely that these will be published within three months of the Regulation entering into force, so all Level 2 measures should be finalized ahead of the Regulation’s application.
The ICAV is Ireland’s new corporate investment fund vehicle. It was designed specifically for the funds industry, and therefore combines the benefits of existing Irish fund vehicles to create a flexible structure. Key features include:
- The Board will be able to elect to dispense with the need for an AGM by notifying shareholders
- Financial statements may be prepared at sub-fund level
- The ICAV is not be subject to any risk spreading or diversification rules and can consequently be structured as a single asset fund – a feature which is particularly attractive for private equity and property funds.
- Certain routine changes to the fund’s constitutional documents may be made without shareholder approval where they do not prejudice the interests of investors
A key advantage of the ICAV is that it can elect to be taxed as a partnership for US tax purposes. Consequently, US investors are placed in the same tax position as if they had invested directly in the underlying investments of the ICAV.
A comparison of the principal features of the ICAV is [in the chart attached], which also contrasts these features with Ireland’s other fund vehicles.
How can we help
Audit and assurance services
- Audit of the financial statements
- Advising on controls and processes
- Ensuring compliance with regulation and laws
- Advising on recognised accounting standards and compliance with them
- Providing internal audit support
Consulting and advisory services
- Preparing gap analyses and impact assessment of regulatory developments on current business model
- Identifying and appraising strategies for investment fund managers and fund service providers
- Identifying, project managing and implementing operational changes
- Assessing internal compliance models and developing and implementing compliant systems
- Assisting with investor tax reporting in multiple jurisdictions
- Reviewing taxation liability including residency, permanent establishment risks, capital gains liability, and withholding tax at fund, portfolio and investor level as appropriate
- Registering the funds for various taxes and advising on and assisting with tax returns
- Reviewing tax wording in fund documentation Working with regulatory experts to assess the implications of regulatory requirements on fund related taxation
- Advising on tax developments such as the Financial Transactions Tax, FATCA, BEPS, and the OECD's Common Reporting Standard.
- Reviewing GAAP fair valuations for financial reporting under IFRS and US GAAP, independently re-pricing financial instruments based on external market data sourced from a variety of independent vendors and internal valuation analytics
- Reviewing fair valuation methodology, interest rate and credit spread data inputs and process quality (methodology review)
- Independently revaluing OTC derivative financial instruments using external market inputs and internal financial models and analysing any valuation differences
- Appraising controls and processes surrounding fair valuation of financial instruments, including independently authenticating valuation methodology
- Assisting in defining and documenting fair valuation processes